Current Report Filing (8-k)
June 04 2018 - 5:29PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
June 4, 2018
WORKHORSE GROUP INC.
(Exact name of registrant as specified in its
charter)
Nevada
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000-53704
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26-1394771
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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100 Commerce Drive, Loveland, Ohio 45140
(Address of principal executive offices) (zip
code)
513-297-3640
(Registrant's telephone number, including area
code)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
☐ Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange
Act of 1934.
☐
Emerging
growth company
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
☐
Item 1.01 Entry into a Material Definitive Agreement.
On
June 4, 2018, Workhorse Group Inc. (the “Company”) and holders of all outstanding Warrants to Purchase Common Stock
issued September 18, 2017 of the Company (collectively, the “Warrants”) entered into separate, privately-negotiated
exchange agreements (the “Exchange Agreements”), pursuant to which the Company agreed to issue to such holders an
aggregate of 1,968,736 shares of the Company’s common stock in exchange for the Warrants.
The closing of the exchanges contemplated by the Exchange Agreements occurred on June 5, 2018.
The foregoing description of the
Exchange Agreements is qualified in its entirety by reference to the form of Exchange Agreement, a copy of which is attached as
Exhibit 10.1 to this report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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WORKHORSE GROUP INC.
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Date: June 4, 2018
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By:
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/s/ Paul Gaitan
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Name:
Title:
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Paul Gaitan
Chief Financial Officer
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